Netcracker Technology Corporation entered into a definitive agreement to acquire CSG Systems International, Inc. (NasdaqGS:CSGS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others for $2.4 billion on October 29, 2025. NEC will acquire CSG for $80.70 per share in cash, for a total enterprise value of approximately $2.9 billion, or approximately ¥440 billion, including debt. The transaction will be funded from Cash on hand and new borrowings. If the merger agreement is terminated by CSG Systems, it is required to pay termination fee of $82 million to NEC Corporation and if the merger agreement is terminated by the NEC Corporation, it is required to pay termination fee of approximately $140 million.

Andrew Feinberg has been appointed Chairman and Chief Executive Officer of the combined organization.

The transaction is expected to close within the 2026 calendar year, subject to the satisfaction of customary closing conditions, including approval by CSG shareholders, receipt of required regulatory approvals, the expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Merger under certain other applicable antitrust and foreign investment regimes and certain Money Transmitter Laws. The agreement has been unanimously approved by both companies' boards. The HSR Waiting Period expired at 11:59 pm Eastern Time on January 5, 2026. On January 30, 2026, the shareholders of CSG Systems International approved the transaction. On May 7, 2026, CSG Systems International and NEC Corporation received written notice from the Committee on Foreign Investment in the United States (CFIUS) that constitutes CFIUS Clearance, confirming that all required regulatory approvals to complete the merger have been received.

Goldman Sachs is serving as financial advisor, Denny Kwon, Steven Y. Li, Gordon Palmquist, Noah Carr, Denny Kwon, Steven Li, Justin Stewart-Teitelbaum, Kevin Yingling and Kaori Yamada of Freshfields with offices in the US and Japan serving as legal advisors, and FGS Global is serving as strategic communications advisor to NEC. Jefferies is serving as financial advisor and fairness opinion provider, Anthony Vernace, Frederick de Albuquerque, Julie Siegel, Jeannine McSweeney, Jana Hymowitz, Eliza Murray, Karen Kelley, Andrew Purcell, Caroline Geiger, Sunny Cheong, Kenneth Wallach, Krista McManus, Michael Ratay, Brian Steinhardt, Nathan Utterback and Jonathan Lindabury of Simpson Thacher & Bartlett LLP are serving as legal advisors, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to CSG. Innisfree M&A Incorporated acted as proxy solicitor to CSG. CSG has agreed to pay Jefferies for its financial advisory services in connection with the merger an aggregate fee of approximately $37 million, $1.5 million of which became payable upon the delivery of Jefferies? opinion.

Netcracker Technology Corporation completed the acquisition of CSG Systems International, Inc. (NasdaqGS:CSGS) from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and others on May 14, 2026.